ex10-1.htm


    Exhibit 10.1

     

    
      STOCK
PURCHASE AGREEMENT

       

      This
STOCK PURCHASE AGREEMENT (this “Agreement”) has been made as
of December 21, 2009, between Mr. Hongjun
Ma (“Seller”) and Ankang Agriculture
(Dalian) Co.,
Ltd. (“Purchaser”).

       

      Preliminary
Statement

       

       Seller owns 2,010,000 shares,
representing approximately 67% of the outstanding shares, of the capital stock
of Changbai Eco-Beverage Co., Ltd. (the “Company”), and is a director and
General Manager of the Company.

       

       The
Seller desires to sell to Purchaser, and Purchaser is willing to purchase
1,800,000 shares, representing 60% of the outstanding shares, of the capital
stock of the Company (the “Shares”), on the terms and subject to the conditions
set forth in this Agreement,

       

      NOW, THEREFORE, in
consideration of the premises and the representations, warranties and covenants
herein contained, the parties agree as follows:

       

      ARTICLE
1. DEFINITIONS

       

      1.1
Definitions.

       

      In
addition to the other definitions contained in this Agreement, the following
terms will, when used in this Agreement, have the following respective
meanings:

       

      “Affiliate” means a Person that,
directly or indirectly, controls, is controlled by, or is under common control
with, the referenced party.

       

      “Claim”
means any contest, claim, demand, assessment, action, suit, cause of
action, complaint, litigation, proceeding, hearing, arbitration, investigation
or notice of any of the foregoing involving any Person.

       

       “Code”
means the Internal Revenue Code of 1986, as amended, together with all rules and
regulations promulgated thereunder.

       

      “Liens”
means any and all liens, charges, security interests, encumbrances, claims of
others, options, warrants, purchase rights, contracts, commitments, equities or
other claims or demands of any kind.

       

       “Person”
means and includes any individual, partnership, corporation, trust, company,
unincorporated organization, joint venture or other entity, and any Governmental
Entity.

       

       “Subsidiary”
means, with respect to any Person, any corporation, partnership, joint
venture, trust or other entity of which such Person, directly or indirectly
through an Affiliate, owns an amount of voting securities, or possesses other
ownership interests, having the power, direct or indirect, to elect a majority
of the Board of Directors or other governing body thereof.

       

       “U.S.”
means the United States of America.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      1.2         Interpretation.

       

      In this
Agreement, unless the express context otherwise requires:

       

      (a) the
words “herein,”
“hereof”
and “hereunder
and words of similar import refer to this Agreement as a whole and not to
any particular provision of this Agreement;

       

      (b)
references to “Article”
or “Section”
are to the respective Articles and Sections of this Agreement, and
references to “Exhibit”
or “Schedule”
are to the respective Exhibits and Schedules annexed hereto;

       

      (c)
references to a “party”
means a party to this Agreement and include references to such party’s
successors and permitted assigns;

       

      (d)
references to a “third
party” means a Person that is neither a Party to this Agreement nor an
Affiliate thereof;

       

      (e) the
terms “dollars”
and “$” means U.S.
dollars;

       

      (f) terms
defined in the singular have a comparable meaning when used in the plural, and
vice versa;

       

      (g) the
masculine pronoun includes the feminine and the neuter, and vice versa, as
appropriate in the context; and

       

      (h)
wherever the word “include,”
“includes”
or “including
is used in this Agreement, it will be deemed to be followed by the words
“without limitation.”

       

      ARTICLE
2.  PURCHASE AND SALE

       

      2.1 Purchase and Sale of Shares.
On the terms and subject to the conditions set forth in this Agreement,
simultaneously with the execution and delivery of this Agreement, Seller agrees
to sell, transfer, convey and deliver to the Purchaser or its designee, and the
Purchaser agrees to acquire and purchase from Seller, free and clear of all
Liens, all of the Seller’s right, title and interest in and to the
Shares.

      


      2.2 Purchase Price for Shares.
The total purchase price for the Shares shall be $10,250,403 (70 million
RMB), which shall be payable at the closing referred to in Article 3 of this
Agreement.

      


      2.3 Deposit. The Purchaser
shall deposit $5,125,201 (35 million RMB) (the “Deposit”) within five days after
the date hereof.  If the transaction is not approved by the
governmental authorities in the PRC by February 4th, 2010 the Deposit shall be
returned to the Purchaser, unless the failure to close is attributable solely to
the failure of Purchaser to perform its obligations under this Agreement in
which case the Seller shall be entitled to the Deposit.

      


       

      ARTICLE
3.  THE CLOSING

       

      3.1
General.  The closing of the transactions contemplated by this
Agreement (the “Closing”) shall take place by March 25, 2010, or such other date
as may be mutually agreed upon by the parties (the “Closing Date”) by exchange
of documents among the parties by fax, electronic transmission or courier, as
appropriate.

       

      
        
          
          

        

        
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      3.2
Deliveries at the Closing. At the Closing: (i) the Seller shall deliver
to the Purchaser: (a) stock certificates evidencing the Shares, endorsed in
blank or accompanied by duly executed assignment documents in favor of Purchaser
or its designee, and (ii) the Purchaser shall deliver to the Seller the
remaining balance of Purchase Price by wire transfer to an account designated by
Seller.

       

      ARTICLE
4. REPRESENTATIONS AND WARRANTIES OF SELLER

       

      Seller
represents and warrants to the Purchaser as follows, as of the date hereof and
as of the Closing Date:

       

      4.1
Due Execution and Delivery;
Binding Obligation. This Agreement has been duly and validly executed by
the Seller and constitutes the valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency or other laws affecting
creditors' rights generally or by limitations on the availability of equitable
remedies.

       

      4.2 Ownership of Shares. The
Shares are owned of record by the Seller and are validly issued and outstanding,
fully paid for and non-assessable with no personal liability attaching to the
ownership thereof.  The Seller owns the Shares free and clear of all
Liens, and upon delivery of the Shares to the Purchaser, the Purchaser will
acquire good, valid and marketable title thereto free and clear of all
Liens.  The Seller is not a party to any option, warrant, purchase
right, or other contract or commitment that could require the Seller to sell,
transfer, or otherwise dispose of any capital stock of the Company (other than
pursuant to this Agreement).  The Seller is not a party to any voting
trust, proxy, or other agreement or understanding with respect to the voting of
any capital stock of the Company.

       

      4.3 No Authorizations or Consents
Required. Except for authorization from Chinese governmental authorities,
no permit, consent, approval or authorization of, or declaration, filing or
registration with any governmental or regulatory authority or consent of any
third party is required in connection with the execution and delivery by the
seller of this agreement and the consummation of the transactions contemplated
hereby.

       

      4.4 No Breach or Conflict.
Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby or compliance with the
terms and conditions hereof by the Seller will violate or result in a breach of
any term or provision of any Agreement to which the Seller or the Company is
bound or is a party, or be in conflict with or constitute a default under, or
cause the acceleration of the maturity of any obligation of the Seller or the
Company under any existing agreement or violate any order, writ, injunction,
decree, statute, rule or regulation applicable to the Seller or the Company or
any properties or assets of the Seller or the Company.

       

      4.5 Organization. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of China and has the corporate power and is duly authorized, qualified,
franchised and licensed under all applicable laws, regulations, ordinances and
orders of public authorities to own all of its properties and assets and to
carry on its business in all material respects as it is now being
conducted.

       

      
        
          
          

        

        
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      4.6 Capitalization. The
authorized capitalization of the Company consists of 3,000,000_ shares,
all of one class common stock. As of the date hereof, there are 3,000,000 shares of
stock issued and outstanding. The Company has no other securities, warrants or
options authorized or issued.

       

      4.7 Books & Records. The
books and records, financial and others, of the Company are in all material
respects complete and correct and have been maintained in accordance with good
business accounting practices.

       

      4.8 Title and Related Matters.
The Company has good and marketable title to and is the sole and exclusive owner
of all of its properties, inventory, interests in properties and assets, real
and personal (collectively, the “Assets”) free and clear of all liens, pledges,
charges or encumbrances. The Company owns free and clear of any liens, claims,
encumbrances, royalty interests or other restrictions or limitations of any
nature whatsoever and all procedures, techniques, marketing plans, business
plans, methods of management or other information utilized in connection with
the Company’s business. No third party has any right to, and the Company has not
received any notice of infringement of or conflict with asserted rights of
others with respect to any product, technology, data, trade secrets, know-how,
proprietary techniques, trademarks, service marks, trade names or copyrights
which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a materially adverse affect on the business,
operations, financial conditions or income of the Company or any material
portion of its properties, assets or rights.

       

      4.9 Litigation and
Proceedings. There are no actions, suits or proceedings pending or
threatened by or against or affecting the Company, at law or in equity, before
any court or other governmental agency or instrumentality, domestic or foreign
or before any arbitrator of any kind that would have a material adverse effect
on the business, operations, financial condition, income or business prospects
of the Company. The Company does not have any knowledge of any default on its
part with respect to any judgment, order, writ, injunction, decree, award, rule
or regulation of any court, arbitrator or governmental agency or
instrumentality.

       

      4.10 No Material Contract
Defaults. To the best of Seller’s knowledge and belief, the Company is
not in default in any material respect under the terms of any outstanding
contract, agreement, lease or other commitment which is material to the
business, operations, properties, assets or condition of the Company, and there
is no event of default in any material respect under any such contract,
agreement, lease or other commitment in respect of which the Company has not
taken adequate steps to prevent such a default from occurring.

       

      4.11
Governmental Authorizations. To the best of Seller’s knowledge, the
Company has all licenses, franchises, permits and other governmental
authorizations that are legally required to enable it to conduct its business
operations in all material respects as conducted on the date
hereof.

       

      4.12 Compliance with Laws and
Regulations. To the best of Seller’s knowledge and belief, the Company
has complied with all applicable statutes and regulations of any national,
provincial or other governmental entity or agency thereof, except to the extent
that noncompliance would not materially and adversely affect the business,
operations, properties, assets or condition of the Company or would not result
in the Company incurring any material liability.

       

      
        
          
          

        

        
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      4.13 Insurance.  All
of the insurable properties of the Company are insured for the benefit of the
Company under valid and enforceable policy or policies containing substantially
equivalent coverage and will be outstanding and in full force at the Closing
Date.

       

      4.14 Disclosure. No
representation or warranty by the Seller in this Agreement, or in any
certificate, schedule or exhibit delivered or to be delivered pursuant to this
Agreement, contains or will contain, at the time such statement was or is made,
any untrue statement of material fact, or omits or will omit to state a material
fact necessary to make the statements herein or therein, in light of the
circumstances under which they were or are made, not misleading.

       

       

      ARTICLE
5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

       

      The Purchaser represents and warrants
to the Seller as follows:

      


      5.1 Power and Authority.
Purchaser has the power and authority to execute, deliver and perform its
obligations under this Agreement.

       

      5.2 Due Execution and Delivery.
This Agreement has been duly and validly executed by the Purchaser and
constitutes the valid and binding obligation of the purchaser, enforceable
against the purchaser in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency or other laws affecting creditors' rights
generally or by limitations on the availability of equitable
remedies.

       

      5.3 No Breach or Conflict.
Neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby, nor compliance by the Purchaser with any of
the provisions hereof will: violate, or conflict with, or result in a breach of
any provision of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or result in the
creation of any lien upon any of the properties or assets of, the Purchaser
under any of the terms, conditions or provisions of any material note, bond,
indenture, mortgage, deed or trust, license, lease, agreement or other
instrument or obligation to which Purchaser is a party or by which purchaser or
any of purchaser’s properties or assets may be bound or affected, except for
such violations, conflicts, breaches or defaults as do not have, in the
aggregate, any material adverse effect; or violate any material order, writ,
injunction, decree, statute, rule or regulation applicable to the Purchaser or
any of Purchaser’s properties or assets, except for such violations which do not
have, in the aggregate, any material adverse effect.

       

      5.4 Disclosure. No
representation or warranty by the Purchaser in this Agreement, nor in any
certificate, schedule or exhibit delivered or to be delivered pursuant to this
Agreement, contains or will contain, at the time such statement was or is made,
any untrue statement of material fact, or omits or will omit to state a material
fact necessary to make the statements herein or therein, in light of the
circumstances under which they were or are made, not misleading.

       

      
        
          
          

        

        
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        ARTICLE
6.  SPECIAL COVENANTS 

      

       

      6.1
Financial Statements of
the Company.  Seller shall cause the Company to prepare and deliver
to the Purchaser prior to the Closing consolidated financial statements of the
Company and its subsidiaries as at and for the for the years ended December 31,
2008 and 2009, including balance sheets and statements of operations and cash
flows, audited and reported on by a firm of public accountants acceptable to
Purchaser (the “Financial Statements”).

       

      6.2 Access to Properties and Records.
Prior to Closing, Seller as a director and General Manager of the Company
will afford to the officers and authorized representatives of the Purchaser full
access to the properties, books and records of the Company, in order that
Purchaser may have full opportunity to make such reasonable investigation as it
shall desire to make of the affairs of the Company and will furnish the
Purchaser with such additional financial and operating data and other
information as to the business and properties of the Company, as the Purchaser
shall from time to time reasonably request.

       

      6.3 Chinese Government
Authorization.  Seller will, and will cause the Company, to use
their best efforts to obtain the requisite approval of Chinese governmental
authorities to the sale of the Shares to Purchaser contemplated by this
Agreement (the “Chinese Government Authorization”) and the Purchaser agrees to
cooperate with Seller and the Company in that effort to obtain such
authorization.

       

      6.4 Maintain the Business of the
Company.

       

      (a) From
and after the date of this Agreement until   the Closing Date,
Seller will cause the Company to use its best efforts to:

       

            (i)
maintain and keep its properties in good repair and condition as at present,
except for depreciation due to ordinary wear and tear and damage due to
casualty;

       

            (ii)
maintain in full force and effect insurance comparable in amount and in scope of
coverage to that now maintained by it; and

       

            (iii)
perform in all material respects all of its obligations under material
contracts, leases and instruments relating to or affecting its assets,
properties and business.

       

      (b) From
and after the date of this Agreement until the Closing Date, Seller will cause
the Company not to:

       

            (i)
make any change in its organizational documents;

       

      (ii)
declare or pay any dividend on its outstanding shares of capital stock, except
as may otherwise be required by law, or effect any stock split or otherwise
change its capitalization;

       

      (iii)
enter into or amend any employment, severance or agreements or arrangements with
any directors or officers;

       

      (iii)
grant, confer or award any options, warrants, conversion rights or other rights
not existing on the date hereof to acquire any shares of its capital
stock;

       

      (iv)
purchase or redeem any shares of its capital stock;

       

      (v) incur
any indebtedness other than in the ordinary course of business consistent with
past practice.

       

      
        
          
          

        

        
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      ARTICLE
7. CONDITIONS PRECEDENT TO

      THE
OBLIGATIONS OF PURCHASER.

      


      The
obligations of Purchaser under this Agreement are subject to the satisfaction,
at or before the Closing Date, of the following conditions any or all of which
may be waived by Purchaser:

      


      7.1 Accuracy
of Representations. The representations and warranties made by Seller in
this Agreement were true when made and shall be true at the Closing Date with
the same force and effect as if such representations and warranties were made at
the Closing Date, Seller shall have performed or complied with all covenants and
conditions required by this Agreement to be performed or complied with by Seller
prior to or at the Closing, no litigation, proceeding, investigation or inquiry
is pending or, to the best knowledge of Seller, threatened, which might result
in an action to enjoin or prevent the consummation of the transactions
contemplated by this Agreement which might result in any material adverse change
in any of the assets, properties, business or operations of the Company, and
Seller have furnished Purchaser with a certificate dated the Closing Date to the
foregoing effect.

       

      7.2 No Material Adverse Change.
Prior to the Closing Date, there shall not have occurred any material
adverse change in the financial condition, business or operations of the Company
nor shall any event have occurred which, with the lapse of time or the giving of
notice, may cause or create any material adverse change in the financial
condition, business or operations of the Company.

       

      7.3 Financial
Statements.  The Purchaser shall have received the Financial
Statements and such further documents, certificates or instruments relating to
the transactions contemplated hereby as Purchaser may reasonably request, and
Purchaser shall have completed its due diligence investigation of the Company,
all of which is satisfactory to Purchaser.

       

      7.4 Chinese Government
Authorization. The Seller shall have obtained Chinese Government
Authorization to the consummation of the sale of the Shares to
Purchaser.

       

       

      ARTICLE
8 CONDITIONS PRECEDENT TO

      THE
OBLIGATIONS OF SELLER

       

      The
obligations of Seller under this Agreement are subject to the satisfaction, at
or before the Closing Date of the following conditions, any or all of which may
be waived by Seller:

       

      
        
          
          

        

        
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      8.1 Accuracy of Representations.
The representations and warranties made by Purchaser in this Agreement
were true when made and shall be true as of the Closing Date with the same force
and effect as if such representations and warranties were made at and as of the
Closing Date, and the Purchaser shall have performed and complied with all
covenants and conditions required by this Agreement to be performed or complied
with by the Purchaser prior to or at the Closing. Seller shall have been
furnished with a certificate, signed by a duly authorized executive officer of
the Purchaser and dated the Closing Date, to the foregoing effect.

       

      8.2. Chinese Government
Authorization. The Seller shall have obtained Chinese Government
Authorization to the consummation of the sale of the Shares to
Purchaser.

       

       

      ARTICLE
9. REMEDIES FOR BREACHES OF THIS AGREEMENT.

       

      9.1  Survival of Representations and
Warranties.  All of the representations, warranties and
covenants of the parties shall survive the closing hereunder (even if a party
knew or had reason to know of any misrepresentation or breach of warranty by
another party at the time of Closing) and continue in full force and effect for
a period of twelve (12) months thereafter.

       

      9.2   Indemnification Provisions for
Benefit of the Purchaser.

       

      (a)           In
the event the Seller breaches (or in the event any third party alleges facts
that, if true, would mean the Seller has breached) any of its representations,
warranties, and covenants contained herein, then the Seller shall indemnify the
Purchaser from and against the entirety of any adverse consequences the
Purchaser may suffer resulting from, arising out of, relating to, in the nature
of, or caused by the breach (or the alleged breach).

       

      (b)           The
Seller shall indemnify the Purchaser from and against the entirety of any
liabilities arising out of the operations of the Company prior to the Closing
Date.

       

      9.3 Indemnification Provisions for
Benefit of the Seller. In the event the Purchaser breaches (or in the
event any third party alleges facts that, if true, would mean the purchaser has
breached) any of its representations, warranties, and covenants contained
herein, then the purchaser shall indemnify the seller from and against the
entirety of any adverse consequences the Seller may suffer resulting from,
arising out of, relating to, in the nature of, or caused by the breach (or the
alleged breach).

       

      9.4 Matters Involving Third
Parties.

       

      (a) If any third party shall
notify any Party (the “Indemnified Party”) with respect to any matter (a “Third
Party Claim”) which may give rise to a claim for indemnification against any
other Party (the “Indemnifying Party”) under this Article 9, then the
Indemnified Party shall promptly notify each Indemnifying Party thereof in
writing; provided, however, that no delay on the part of the Indemnified Party
in notifying any Indemnifying Party shall relieve the Indemnifying Party from
any obligation hereunder unless (and then solely to the extent) the Indemnifying
Party thereby is prejudiced.

       

      
        
          
          

        

        
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        (b) Any Indemnifying Party
will have the right to defend the Indemnified Party against the Third Party
Claim with counsel of its choice reasonably satisfactory to the Indemnified
Party so long as (A) the Indemnifying Party notifies the Indemnified Party in
writing within 10 days after the Indemnified Party has given notice of the Third
Party Claim that the Indemnifying Party will indemnify the Indemnified Party
from and against the entirety of any Adverse Consequences the Indemnified Party
may suffer resulting from, arising out of, relating to, in the nature of, or
caused by the Third Party Claim, (B) the Indemnifying Party provides the
Indemnified Party with evidence reasonably acceptable to the Indemnified Party
that the Indemnifying Party will have the financial resources to defend against
the Third Party Claim and fulfill its indemnification obligations hereunder, (C)
the Third Party Claim involves only money damages and does not seek an
injunction or other equitable relief, (D) settlement of, or an adverse judgment
with respect to, the Third Party Claim is not, in the good faith judgment of the
Indemnified Party, likely to establish a precedential custom or practice adverse
to the continuing business interests of the Indemnified Party, and (E) the
Indemnifying Party conducts the defense of the Third Party Claim actively and
diligently.

       

        (c)
So long as the Indemnifying Party is conducting the defense of the Third Party
Claim in accordance with Section 9.4(b), (A) the Indemnified Party may retain
separate co-counsel at its sole cost and expense and participate in the defense
of the Third Party Claim,  (B) the Indemnified Party will not consent
to the entry of any judgment or enter into any settlement with respect to the
Third Party Claim without the prior written consent of the Indemnifying Party
(not to be withheld unreasonably), and (C) the Indemnifying Party will not
consent to the entry of any judgment or enter into any settlement with respect
to the Third  Party Claim without the prior written consent of the
Indemnified Party (not to be withheld unreasonably).

       

         (d)
In the event any of the conditions in Section 9.4(b) is or becomes unsatisfied,
however, (A) the Indemnified Party may defend against, and consent to the entry
of any judgment or enter into any settlement with respect to, the Third Party
Claim in any manner it reasonably may deem appropriate (and the Indemnified
Party need not consult with, or obtain any consent from, any Indemnifying Party
in connection therewith), (B) the Indemnifying Parties will reimburse the
Indemnified Party promptly and periodically for the costs of defending against
the Third Party Claim (including attorneys' fees and expenses), and (C) the
Indemnifying Parties will remain responsible for any Adverse Consequences the
Indemnified Party may suffer resulting from, arising out of, relating to, in the
nature of, or caused by the Third Party Claim to the fullest extent provided in
this Article 9.

       

      ARTICLE
10.  MISCELLANEOUS.

       

      10.1
Notices. All notices, requests, demands, claims, and other communications
hereunder will be in writing. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given if it is delivered by hand,
sent by overnight courier or fax, e-mail or registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as
set forth below and shall be deemed received upon receipt, except
that  if sent by registered or certified mail, two business days after
being mailed:

       

      
        
          
            	
                    If
      to the Seller:

                  	
                    Mr.
      Hongjun Ma

                  
	 	
                    c/o
      Changbai Eco-Beverage Co., Ltd.

                    2052
      South East Lake RD, Building #8, Suite #3041

                    Changchun
      City, Jilin Province, P.R. China

                    Telephone:
      86-431-85333290

                    Fax:
      86-431-85358272

                    E-Mail:
      changbaigongfang@126.com

                  


          

        

      

      
      

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      
 

      
        
          
            
              
                
                  
                    
                      	
                              If
      to the Purchaser:

                            	
                              Ankang
      Agriculture (Dalian) Co., Ltd. 

                            
	 	Dalian City,
      Zhongshan District, Youhao Road 

                              Manhattan Building
      #1, Suite # 1511

                              Dalian
      City, Liaoning Province, P.R. China

                              Attention: Jinsong
      Li, Chief Executive Officer

                              Telephone:
      707-709-2321

                              Fax:
      707-709-8918

                              E-Mail:
      miroli@cnoainc.com

                            
	 	 
	With a copy to:	Vincent
      J. McGill, Esq. 

                              Eaton
      & Van Winkle LLP

                              3
      Park Avenue

                              New
      York, New York 10016

                              Telephone:
      212-561-3604

                              Fax:
      212-779-9928

                              E-mail:
      vmcgill@evw.com

                            


                    

                  

                

              

            

          

        

         

      

      Any party
may send any notice, request, demand, claim, or other communication hereunder to
the intended recipient at the address set forth above using any other means
(including personal delivery, expedited courier, messenger service, telecopy,
telex, ordinary mail, or electronic mail), but no such notice, request, demand,
claim, or other communication shall be deemed to have been duly given unless and
until it actually is received by the intended recipient.  Any party
may change the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other Parties notice
in the manner herein set forth.

      


      10.2 Successors and
Assigns.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided that the Purchaser shall have the right to
assign this Agreement to an affiliate or assignee of the Purchaser reasonably
acceptable to the Seller and no other party hereto may assign, delegate or
otherwise transfer any of its rights or obligations under this Agreement without
the consent of each other party hereto, but any such transfer or assignment will
not relieve the appropriate party of its obligations hereunder.

       

      10.3 Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
principles of conflicts of law thereof.

       

      10.4 Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties with respect to the subject matter of this Agreement and
supersedes all prior agreements and understandings, both oral and written,
between the parties with respect to the subject matter hereof.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      10.5 Amendments; No
Waivers.  Any provision of this Agreement with respect to
transactions contemplated hereby may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed, in the case of an amendment, by
the Seller and the Purchaser; or in the case of a waiver, by the party against
whom the waiver is to be effective. No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by
law.

       

      10.6
Severability.  If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any parties.  Upon
such a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent
possible.

       

      10.7 Expenses. Each of the
parties will bear its own costs and expenses (including the fees and expenses of
counsel, accountants and financial advisors) incurred in connection with this
Agreement and the transactions contemplated hereby, except that Seller shall be
responsible for the payment of all transfer and registration fees with respect
to the Shares and the Purchaser shall be responsible for all banking and related
fees.

       

      10.8 Effectiveness. This
Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties
hereto.  Facsimile execution and delivery of this Agreement is legal,
valid and binding execution and delivery for all purposes.

       

      10.9 No Third Party
Beneficiaries. No provision of this Agreement is intended to confer
upon any
Person other than the parties hereto any rights or remedies
hereunder.

      


      10.10 Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same original.

       

      10.11
Captions.   The captions herein are included for
convenience of reference only and shall be ignored in the
construction or interpretation hereof.

      


      


      [signature
page follows]

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the undersigned have executed, or caused to be executed on its
behalf by an agent thereunto duly authorized, this Agreement as of the date
first above written.

      
 

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      SELLER:

                                    	 
	 	 	 	 
	
                                       

                                    	
                                       

                                    	/s/ Hongjun
      Ma	 
	 	 	Hongjun
      Ma	 
	 	 	 	 
	 	 	 	 
	 	PURCHASER:	 
	 	 	 	 
	 	ANKANG
      AGRICULTURE (DALIAN) CO., LTD	 
	 	 	 	 
	 	By:	/s/ Jinsong Li	 
	 	 	Name: 
      Jinsong Li	 
	 	 	Title: 
      Chief Executive Officer	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


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